UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM
10-K/A  Amendment No. 1 to Form 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 000-52602
 SMITH BARNEY BRISTOL ENERGY FUND L.P.
  New York
    
    20-2718952(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59th Street - 10th FL.
New York, New York 10022
  (212) 559-2011
  None
 Redeemable Units
of Limited Partnership Interest
   Yes  No X
  Yes  No X
  Yes X No
   Large accelerated filer  _
    
    Accelerated filer _
    
    Non-accelerated filer  X(Do not check if a smaller reporting company)
    
    Smaller reporting company _
  Yes  No X




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Explanatory Note
  
 PART I
 
 Item 1. Business .
 General Development of Business
 Financial Statements and Supplementary Data
        2




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Financial Information about Industry Segments Selected Financial Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 3




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Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller
Reporting Companies
 Item 1A. Risk Factors .
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    Smith Barney financial advisors will receive ongoing compensation for providing
services to an investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  New regulation may impact the Partnerships trading.
  4




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##### 



Item 2. Properties .
  Item 3. Legal Proceedings .
    Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 5




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##### 



Enron-Related Civil Actions
  Enron v. Citigroup, et al. (In re Enron Corp., et
al.)
 In Re:
NewPower Holdings Securities Litigation
 OCM
Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.; Pacific Investment Management Co.
LLC, et al. v. Citigroup Inc., et al.; AUSA Life Insurance v. Citigroup Inc., et al. and Principal
Global Investors v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill Lynch, et al.
 Newby, et
al. v. Enron Corp., et al.
 6




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##### 



Ravenswood I, L.L.C., et al. v.
Citigroup, Inc., et al. Newby
 American National Insurance Co., et al. v. Citigroup Inc.,
et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement
Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay,
et al. Newby
 Public Utility District
No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 7




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Avenue Capital Management II, L.P., et al.
v. J.P. Morgan Chase & Co., et al., DK Acquisition, et al. v. J.P. Morgan Chase, et al. Newby Bayerische Landesbank, et al. v. J.P. Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index Fund, et al. v. Citigroup, et al. Newby
  Dynegy Inc.
 In Re: Dynegy Inc. Securities Litigation
 8




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WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 9




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##### 



Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama, et al. v. J.P. Morgan Chase & Co., et al. Public
Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets Securities Litigation
 10




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Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  11




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In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   12




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Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon
Analyst AT&T Litigation In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst
XO Litigation In Re Salomon Analyst Williams Litigation
 California State Teachers Retirement System v. Qwest
Communications
 13




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International, Inc., et al. State Universities Retirement System of Illinois v. Qwest
Communications International Inc., et al
  Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  14




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NASD Settlement
  Auction Rate Securities
  Finn v. Smith
Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore, Maryland v. Citigroup Inc., et al. Mayfield v.
Citigroup Inc., et al.
  Subprime-Mortgage Related Litigation
 In Re American Home Mortgage Securities
Litigation
 15




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In re Citigroup Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re American Home Mortgage securities
   In Re MAT Five Securities Litigation In Re
MAT Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
  16




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Item 4. Submission of Matters to a Vote of Security Holders .
  17




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##### 



PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities .
 (a)
    
    Market Information. The Partnership has issued no stock. There is no
public market for the Redeemable Units.(b)
    
    Holders. The number of holders of Redeemable Units as of December 31,
2008 was 2,510.(c)
    
    Dividends. The Partnership did not declare a distribution in 2008 or
2007. The Partnership does not intend to declare dividends in the
foreseeable future.(d)
    
    Securities Authorized for Issuance Under Equity Compensatory Plans.
None.(e)
    
    Performance Graph.
Not applicable.(f)
    
    Use of Proceeds. For the year ended December 31, 2008, there were
additional sales of 80,923.5894 Redeemable Units totaling
$120,116,000 and General Partner contributions representing
1,320.0586 Unit equivalents totaling $2,000,000. For the year
ended December 31, 2007, there were additional sales of 42,292.4431 Redeemable Units
totaling $50,824,256. For the year ended December 31, 2006, there were additional
sales of 130,813.3575 Redeemable Units totaling $144,788,325 and General Partner
contributions representing 563.9760 Unit equivalents totaling $640,000.

The Redeemable Units were issued in reliance upon applicable exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated there under.
The Redeemable Units were purchased by accredited investors as described in Regulation D, as well as to a small
 number of persons who are non-accredited investors.Proceeds from the sale of additional Redeemable Units are used in the trading of
commodity interests including futures contracts, options and forward contracts.
 Item 6. Selected Financial Data .
  Period fromSeptember 6, 2005(commencement oftrading operations)2008
    
    
    2007
    
    
    2006
    
    
    to December 31, 2005Net realized
and unrealized trading gains (losses) net of expenses allocated
from the Master and brokerage
commissions (including clearing fees) of $11,245,204, $6,869,475,
$3,746,194 and $208,427, respectively

    $
57,508,623


    $
    19,685,242
    
    
    $
    (1,037,567
    )
    
    $
    770,431Interest
income allocated from Master

    
2,824,017


    
    6,174,844
    
    
    
    3,873,346
    
    
    
    120,495$
60,332,640


    $
    25,860,086
    
    
    $
    2,835,779
    
    
    $
    890,926Net income
(loss) before allocation to Special Limited
Partner

    $
52,530,383


    $
    20,972,211
    
    
    $
    207,112
    
    
    $
    753,747Allocation to Special Limited Partner

    
(15,059,328
)

    
    (2,014,644
    )
    
    
    (659,994
    )
    
    
    (126,933
    )Net income
(loss) after allocation to Special Limited Partner

    $
37,471,055


    $
    18,957,567
    
    
    $
    (452,882
    )
    
    $
    626,814Increase
(decrease) in Net Asset Value per Unit

    $
236.71


    $
    131.40
    
    
    $
    59.66
    
    
    $
    45.28Total assets

    $
338,957,991


    $
    207,910,511
    
    
    $
    156,089,358
    
    
    $
    15,345,203
 18




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the management agreement; and
    
    monitoring the activity of the Advisor.
   SandRidge
Capital, L.P.
   19




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##### 



Liquidity
   (i)
    
    The Master invests its assets only in commodity interests that the Advisor believes
are traded in sufficient volume to permit ease of taking and liquidating positions.
Sufficient volume, in this context, refers to a level of liquidity that the Advisor
believes will permit it to enter and exit trades without noticeably moving the market.(ii)
    
    An Advisor will not initiate additional positions in any commodity if these positions
would result in aggregate positions requiring a margin of more than
662⁄3% of the Masters
net assets allocated to that Advisor.(iii)
    
    The Master may occasionally accept delivery of a commodity. Unless such delivery is
disposed of promptly by retendering the warehouse receipt representing the delivery to the
appropriate clearinghouse, the physical commodity position is fully hedged.(iv)
    
    The Master does not employ the trading technique commonly known as pyramiding, in
which the speculator uses unrealized profits on existing positions as margin for the
purchases or sale of additional positions in the same or related commodities.(v)
    
    The Master does not utilize borrowings except short-term borrowings if the Master
takes delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Master. The term spread or straddle describes a commodity
futures trading strategy involving the simultaneous buying and selling of futures
contracts on the same
 
 20




---



##### 



commodity but involving different delivery dates or markets and in which the trader
expects to earn a profit from a widening or narrowing of the difference between the prices
of the two contracts.(vii)
    
    The Master will not permit the churning of its commodity trading account. The term
churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
     Financial Statements and Supplementary Data
 21




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Capital resources
     Results of Operations
    22




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##### 



Operational Risk
   Operational/Settlement Risk
 Technological Risk
 23




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##### 



Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Investments.
 Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
   Futures
Contracts.
 Options.
 24




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##### 



Income Taxes.
   Recent Accounting Pronouncements.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
    25




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Quantifying the Partnerships/Masters Trading Value at Risk
      26




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##### 



The
Masters Trading Value at Risk in Different Market Sectors
  December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    

Value at Risk
    
    

Value at Risk*Energy
    
    $
    25,819,902
    
    
    
    5.74%
    
    
    $
    48,324,167
    
    
    $
    12,297,376
    
    
    $
    27,673,738Total
    
    $
    25,819,902
    
    
    
    5.74%
 
 *
    
    Annual average based on month-end value at risk  December 31,
2007
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Energy
    
    $
    12,777,882
    
    
    
    4.09
    %
    
    $
    42,550,227
    
    
    $
    9,562,360
    
    
    $
    22,253,198Total
    
    $
    12,777,882
    
    
    
    4.09
    %
 
 *
    
    Annual average based on month-end value at risk Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
  27




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Energy
    28




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Qualitative Disclosures Regarding Means of Managing Risk Exposure
     29




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##### 



Item 8. Financial Statements and Supplementary Data .
 SMITH BARNEY BRISTOL ENERGY FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-6Statements of Financial Condition at December 31, 2008 and 2007
    
    F-7Statements of Income and Expenses for the years ended December
31, 2008, 2007 and 2006
    
    F-8Statements of Changes in Partners Capital for the years ended
December 31, 2008, 2007 and 2006
    
    F-9Notes to Financial Statements
    
    F-10  F-16Selected Unaudited Quarterly Financial Data
    
    F-17Financial Statements of CMF SandRidge Master Fund L.P.Oath or Affirmation
    
    F-18Reports of Independent Registered Public Accounting Firms
    
    F-19  F-20Statements of Financial Condition at December 31, 2008 and 2007
    
    F-21Schedule of Investments at December 31, 2008 and 2007
    
    F-22 - F-23Statements of Income and Expenses for the years ended December
31, 2008, 2007 and 2006
    
    F-24Statements of Changes in Partners Capital for the years ended
December 31, 2008, 2007 and 2006
    
    F-25Notes to Financial Statements
    
    F-26  F-31Selected Unaudited Quarterly Financial Data
    
    F-32
 F-1




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##### 



TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk Factors.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Item 6. Selected Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statements and Supplementary Data.Smith Barney Bristol Energy Fund L.P.Managements Report on Internal Control over Financial ReportingReport of Independent Registered Public Accounting FirmStatements of Financial ConditionStatements of Income and Expenses for the years endedStatements of Changes in Partners Capital for the years endedNotes to Financial Statements December 31, 2008To the Limited Partners of CMF SandRidge Master Fund L.P.Report of Independent AuditorsStatements of Financial ConditionSchedule of InvestmentsStatements of Income and Expenses for the years endedStatements of Changes in Partners CapitalNotes to Financial StatementsPART IIIItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.Item 10. Directors and Executive Officers of the Registrant.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions and Director Independence.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.SIGNATURESEX-10.7: LETTER EXTENDING THE MANAGEMENT AGREEMENTEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION  To the Limited
    Partners of
 Smith
    Barney Bristol Energy Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-2




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Managements
    Report on Internal Control over
    Financial Reporting
            Internal Control-Integrated Framework
    
       F-3




---



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Report of Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
   F-4




---



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F-5




---



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Report of Independent Registered Public Accounting Firm
 
     
 F-6




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##### 



Smith Barney
    Bristol Energy Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Investment in Master, at fair value (Note 1)

$
338,725,968


$
207,376,817Cash (Note 3c)


226,979



126,787Distribution receivable


5,044



406,907Total assets

$
338,957,991


$
207,910,511Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
1,059,244


$
649,720Management fees (Note 3b)


562,931



345,332Administrative fees (Note 3a)


140,733



86,333Professional fees


104,136



45,558Other


36,155



16,070Redemptions payable (Note 5)


4,915,940



1,578,735Total liabilities


6,819,139



2,721,748Partners Capital: (Notes 1 and 5)General Partner 1,885.0346 and 564.9760 Unit equivalent
    outstanding at December 31, 2008 and 2007, respectively


2,764,893



694,949Special Limited Partner 8,230.0213 and 2,369.3689 Redeemable
    Units outstanding at December 31, 2008 and 2007,
    respectively


12,071,466



2,914,442Limited Partners 216,328.0911 and 163,879.5119 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively


317,302,493



201,579,372Total partners capital


332,138,852



205,188,763Total liabilities and partners capital

$
338,957,991


$
207,910,511   See accompanying notes to financial statements.
 F-7




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Smith Barney
    Bristol Energy Fund L.P.

    Statements of Income and Expenses
    for the years ended
    December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net realized gains (losses) on closed positions allocated from
    Master

$
155,738,943


$
25,299,402


$
5,655,034Change in net unrealized gains (losses) on open positions
    allocated from Master


(86,506,035
)


1,872,264



(2,401,477
)Interest income allocated from Master


2,824,017



6,174,844



3,873,346Expenses allocated from Master


(479,081
)


(616,949
)


(544,930
)Total income (loss)


71,577,844



32,729,561



6,581,973Expenses:Brokerage commissions (Note 3c)


11,245,204



6,869,475



3,746,194Management fees (Note 3b)


5,976,427



3,651,345



1,991,127Administrative fees (Note 3a)


1,494,106



912,835



497,781Professional fees


257,814



240,830



83,229Other


73,910



82,865



56,530Total expenses


19,047,461



11,757,350



6,374,861Net income (loss) before allocation to Special Limited Partner


52,530,383



20,972,211



207,112Allocation to Special Limited Partner (Note 3b)


(15,059,328
)


(2,014,644
)


(659,994
)Net income (loss) after allocation to Special Limited Partner

$
37,471,055


$
18,957,567


$
(452,882
)Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6)

$
236.71


$
131.40


$
59.66   See accompanying notes to financial statements.
 F-8




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Smith Barney
    Bristol Energy Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2008, 2007 and 2006
  SpecialLimited


Limited


GeneralPartners


Partner


Partner


TotalPartners capital at December 31, 2005

$
15,051,771


$
126,933


$
1,043


$
15,179,747Sale of 130,813.3575 Redeemable Units of Limited Partnership
    Interest


144,788,325











144,788,325Addition of 563.9760 Units of General Partner Interest










640,000



640,000Allocation of 581.5070 Redeemable Units of Special Limited
    Partnership Interest






659,994







659,994Redemption of 6,866.5847 Redeemable Units of Limited Partner
    Interest


(7,331,500
)










(7,331,500
)Net income (loss) available for pro rata distribution


(418,242
)


(14,308
)


(20,332
)


(452,882
)Partners capital at December 31, 2006


152,090,354



772,619



620,711



153,483,684Sale of 42,292.4431 Redemable Units of Limited Partnership
    Interest


50,824,256











50,824,256Allocation of 1,666.1246 Redeemable Units of Special Limited
    Partner Interest






2,014,644







2,014,644Redemption of 16,846.5648 Redeemable Units of Limited Partner
    Interest


(20,091,388
)










(20,091,388
)Net income (loss) available for pro rata distribution


18,756,150



127,179



74,238



18,957,567Partners capital at December 31, 2007


201,579,372



2,914,442



694,949



205,188,763Sale of 80,923.5894 Redemable Units of Limited Partnership
    Interest and 1,320.0586 General Partnership Unit equivalents


120,116,000







2,000,000



122,116,000Allocation of 10,030.0211 Redeemable Units of Special Limited
    Partner Interest (Note 3b)






15,059,328







15,059,328Redemption of 28,475.0102 Redeemable Units of Limited Partner
    Interest


(41,596,424
)










(41,596,424
)Redemption of 4,169.3687 Redeemable Units of Special Limited
    Partner Interest






(6,099,870
)






(6,099,870
)Net income (loss) available for pro rata distribution


37,203,545



197,566



69,944



37,471,055Partners capital at December 31, 2008

$
317,302,493


$
12,071,466


$
2,764,893


$
332,138,852Net Asset Value per Unit:   2006:

$
1,098.652007:

$
1,230.052008:

$
1,466.76
   See accompanying notes to financial statements.
 F-9




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##### 



Smith Barney
    Bristol Energy Fund L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:                 F-10




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  The Partnership values its
    investment in the Master at its net asset value per unit as
    calculated by the Master. The Master values its investments as
    described in note 2 of the Masters notes to the
    annual financial statements as of December 31, 2008.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
338,725,968


$



$
338,725,968


$
Total fair value

$
338,725,968


$



$
338,725,968


$
   Investments.
 F-11




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
4,987,535


$
4,987,535


$



$
Total assets

$
4,987,535


$
4,987,535


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
110,973,333


$
110,973,333


$



$
Options written


4,282,963



4,282,963







Total liabilities


115,256,296



115,256,296







Total fair value

$
(110,268,761
)

$
(110,268,761
)

$



$
   d.
    Futures Contracts.  The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily F-12




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.  e.
    Options.  The Master may purchase and write
    (sell) both exchange listed and over-the-counter, options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Master writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Master purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.  f.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.      g.
    Recent Accounting Pronouncements.  On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the
    Partnership accounts for derivatives (the Partnership does not
    have hedged items). Management is evaluating the enhanced
    disclosure requirements and does not believe that there will be
    any material impact on the financial statement disclosures.  3.  Agreements:
  a.
    Limited Partnership Agreement:   F-13




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    b.
    Management Agreement:      c.
    Customer Agreement:  give-up 30-day 3-month
  4.
    Trading
    Activities:     F-14




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
346.08


$
138.19


$
70.09Interest income allocated from Master


14.60



40.89



41.48Expenses and allocation to Special Limited Partner**


(123.97
)


(47.68
)


(51.91
)Increase (decrease) for the year


236.71



131.40



59.66Net Asset Value per Redeemable Unit, beginning of year


1,230.05



1,098.65



1,038.99Net Asset Value per Redeemable Unit, end of year

$
1,466.76


$
1,230.05


$
1,098.65    *
    
    Includes Partnership commissions and expenses allocated from
    Master.**
    
    Excludes Partnership commissions and expenses allocated from
    Master and includes allocation to Special Limited Partner.  Ratios to average net assets:Net investment income (loss) before allocation to Special
    Limited Partner***


(5.8
)%


(3.5
)%


(3.3
)%Operating expenses


6.8
%


7.0
%


7.5
%Allocation to Special Limited Partner


5.3
%


1.1
%


0.7
%Total expenses and allocation to Special Limited Partner


12.1
%


8.1
%


8.2
%Total return:Total return before allocation to Special Limited Partner


24.7
%


13.1
%


6.2
%Allocation to Special Limited Partner


(5.5
)%


(1.1
)%


(0.5
)%Total return after allocation to Special Limited Partner


19.2
%


12.0
%


5.7
%    ***
    
    Interest income allocated from Master less total expenses    7.
    Financial
    Instrument Risks:  over-the-counter
 F-15




---



##### 



Smith Barney
    Bristol Energy Fund L.P.
    Notes to Financial Statements
    December 31, 2008
               F-16




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    4,310,479
    
    
    $
    (26,581,527
    )
    
    $
    44,429,220
    
    
    $
    38,174,468Net income
(loss) before allocation to Special Limited Partner
    
    $
    2,116,810
    
    
    $
    (28,743,155
    )
    
    $
    42,494,555
    
    
    $
    36,662,173Net income
(loss) after allocation to Special Limited Partner
    
    $
    2,116,810
    
    
    $
    (28,743,155
    )
    
    $
    34,163,601
    
    
    $
    29,933,799Increase (decrease)
in Net Asset Value
per Unit
    
    $
    9.13
    
    
    $
    (132.79
    )
    
    $
    186.28
    
    
    $
    174.09
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    September 30, 2007
    
    June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    4,987,828
    
    
    $
    (1,533,825
    )
    
    $
    10,097,285
    
    
    $
    12,308,798Net income
(loss) before allocation to Special Limited Partner
    
    $
    3,621,349
    
    
    $
    (2,876,644
    )
    
    $
    8,958,378
    
    
    $
    11,269,128Net income (loss) after allocation to Special Limited Partner
    
    $
    3,621,349
    
    
    $
    (2,876,644
    )
    
    $
    7,493,728
    
    
    $
    10,719,134Increase (decrease)
in Net Asset Value
per Unit
    
    $
    21.68
    
    
    $
    (15.22
    )
    
    $
    51.18
    
    
    $
    73.76
 F-17




---



##### 



To the Limited
    Partners of
    CMF SandRidge Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-18




---



##### 



Report of Independent Auditors
       
 F-19




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-20




---



##### 



CMF SandRidge
    Master Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
530,398,527


$
298,469,940Cash margin (Note 3c)


29,705,022



12,277,755Options owned, at fair value (cost $3,510,375 and $9,776,900 at
    December 31, 2008 and 2007, respectively)


4,987,535



7,615,353565,091,084



318,363,048Interest receivable


6,960



643,783Total assets

$
565,098,044


$
319,006,831Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures and exchange cleared
    swap contracts

$
110,973,333


$
1,762,419Options written, at fair value (premium $3,103,510 and
    $6,716,000 at December 31, 2008 and 2007, respectively)


4,282,963



3,988,181Accrued expenses:Professional fees


116,342



80,723Distribution payable (Note 5)


6,960



643,783Total liabilities


115,379,598



6,475,106Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 247,850.0335 and 229,170.7149
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


449,718,446



312,531,725Total liabilities and partners capital

$
565,098,044


$
319,006,831   See accompanying notes to financial statements.
 F-21




---



##### 



CMF SandRidge
    Master Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  Number of





% of PartnersContracts


Fair Value


CapitalFutures and Exchange Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap April 09  Dec. 14


30,555


$
(72,012,250
)


(16.01
)%NYMEX Natural Gas Swap Oct 09  Dec. 14


10,464



(43,628,900
)


(9.70
)NYMEX Natural Gas Aug 09  Oct. 10


6,052



(113,269,862
)


(25.19
)Total futures and exchange cleared swap contracts purchased






(228,911,012
)


(50.90
)Futures and Exchange Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Feb. 09  Oct. 10


25,108



34,592,590



7.69NYMEX Henry Hub Natural Gas Feb. 09  Dec. 12


10,624



42,565,560



9.46NYMEX Natural Gas Feb. 09  Sep. 09


6,572



40,779,529



9.07Total futures and exchange cleared swap contracts sold






117,937,679



26.22Net unrealized depreciation on open futures and exchange cleared
    swap contracts






(110,973,333
)


(24.68
)Options OwnedEnergy






4,987,535



1.11Total options owned






4,987,535



1.11Options WrittenEnergy






(4,282,963
)


(0.95
)Total options written






(4,282,963
)


(0.95
)Total fair value





$
(110,268,761
)


(24.52
)%   See accompanying notes to financial statements.
 F-22




---



##### 



CMF SandRidge
    Master Fund L.P.
    Schedule of Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedEnergy

$
5,803,214



1.86
%Total futures contracts purchased


5,803,214



1.86Futures Contracts SoldEnergy


(7,565,633
)


(2.42
)Total futures contracts sold


(7,565,633
)


(2.42
)Net unrealized depreciation on open futures contracts


(1,762,419
)


(0.56
)Options OwnedEnergy


7,615,353



2.44Total options owned


7,615,353



2.44Options WrittenEnergy


(3,988,181
)


(1.28
)Total options written


(3,988,181
)


(1.28
)Total fair value

$
1,864,753



0.60
%   See accompanying notes to financial statements.
 F-23




---



##### 



CMF SandRidge
    Master Fund L.P.

    Statements of Income and Expenses
    for the years ended
    December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed positions

$
209,086,188


$
40,099,593


$
5,867,526Change in net unrealized gains (losses) on open positions


(109,479,479
)


634,796



(2,768,345
)Gain (loss) from trading, net


99,606,709



40,734,389



3,099,181Interest Income


4,119,717



9,737,038



5,048,179Total income (loss)


103,726,426



50,471,427



8,147,360Expenses:Clearing fees


390,792



677,706



652,824Professional fees


269,306



261,470



39,724Total expenses


660,098



939,176



692,548Net income (loss)

$
103,066,328


$
49,532,251


$
7,454,812Net income (loss) per Redeemable Unit of Limited Partnership
    interest (Notes 1 and 6)

$
468.42


$
242.28


$
154.06   See accompanying notes to financial statements.
 F-24




---



##### 



CMF SandRidge
    Master Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2008, 2007 and 2006
  PartnersCapitalPartners capital at December 31, 2005

$
15,297,379Net income (loss)


7,454,812Sale of 181,036.5146 Redeemable Units of Limited Partnership
    Interest


210,365,916Redemption of 11,338.8494 Redeemable Units of Limited
    Partnership Interest


(13,004,442
)Distribution of interest income to feeder funds


(5,048,179
)Partners capital at December 31, 2006


215,065,486Net income (loss)


49,532,251Sale of 69,725.8292 Redeemable Units of Limited Partnership
    Interest


89,474,602Redemption of 24,714.6195 Redeemable Units of Limited
    Partnership Interest


(31,803,576
)Distribution of interest income to feeder funds


(9,737,038
)Partners capital at December 31, 2007


312,531,725Net income (loss)


103,066,328Sale of 80,081.4747 Redeemable Units of Limited Partnership
    Interest


141,534,374Redemption of 61,402.1561 Redeemable Units of Limited
    Partnership Interest


(103,294,264
)Distribution of interest income to feeder funds


(4,119,717
)Partners capital at December 31, 2008

$
449,718,446     2006:

$
1,167.822007:

$
1,363.752008:

$
1,814.48
   See accompanying notes to financial statements.
 F-25




---



##### 



CMF SandRidge
    Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:             F-26




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account and the Statements
    of Financial Condition. Realized gains or losses and any change
    in net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    F-27




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
4,987,535


$
4,987,535


$



$
Total assets

$
4,987,535


$
4,987,535


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
110,973,333


$
110,973,333


$



$
Options written


4,282,963



4,282,963







Total liabilities


115,256,296



115,256,296







Total fair value

$
(110,268,761
)

$
(110,268,761
)

$



$
   d.
    Futures Contracts.  The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as
    S&P 500 Index), whereby such contract is settled in
    cash. Payments (variation margin) may be made or
    received by the Partnership each business day, depending on the
    daily fluctuations in the value of the underlying contracts, and
    are recorded as unrealized gains or losses by the Master. When
    the contract is closed, the Master records a realized gain or
    loss equal to the difference between the value of the contract
    at the time it was opened and the value at the time it was
    closed. Because transactions in futures contracts require
    participants to make both initial margin deposits of cash or
    other assets and variation margin deposits, through the futures
    broker,  directly with the exchange on which the contracts are
    traded, credit exposure is limited. Realized gains (losses) and
    changes in unrealized gains (losses) on futures contracts are
    included in the Statements of Income and Expenses.e.
    Options.  The Master may purchase and write
    (sell), both exchange listed and
    over-the-counter,
    options on commodities or financial instruments. An option is a
    contract allowing, but not requiring, its holder to buy (call)
    or sell (put) a specific or standard commodity or financial
    instrument at a specified price during a specified time period.
    The option premium is the total price paid or received for the
    option contract. When the Master writes an option, the premium
    received is recorded as a liability in the Statements of
    Financial Condition and marked to market daily. When the Master
    purchases an option, the premium paid is recorded as an asset in
    the Statements of Financial Condition and marked to market
    daily. Realized gains (losses) and changes in unrealized gains
    (losses) on options contracts are included in the Statements of
    Income and Expenses.  f.
    Income and Expenses Recognition.  All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.  g.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Masters income and expenses.   F-28




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
      h.
    Recent Accounting Pronouncements.  On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
 F-29




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
451.86


$
197.11


$
110.75Interest income


17.69



46.35



44.02Expenses**


(1.13
)


(1.18
)


(0.71
)Increase (decrease) for the year


468.42



242.28



154.06Distribution of interest income to feeder funds


(17.69
)


(46.35
)


(44.02
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,363.75



1,167.82



1,057.78Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
1,814.48


$
1,363.75


$
1,167.82   *
    
    Includes clearing fees**
    
    Excludes clearing fees  Ratios to average net assets:Net investment income (loss)***


0.9
%


3.3
%


3.7
%Operating expenses


0.2
%


0.3
%


0.6
%Total return


34.3
%


20.8
%


14.6
%    ***
    
    Interest income less total expenses    7.
    Financial
    Instrument Risks:   F-30




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
             F-31




---



##### 



For the period from
    
    
    
    
    
    For the periodFor the period from
    
    July 1, 2008 to
    
    For the period from
    
    fromOctober 1, 2008 to
    
    September 30,
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    

2008
    

June 30, 2008
    

March 31, 2008Net realized and
unrealized trading
gains (losses) net of
brokerage
commissions and
clearing fees
including interest
income
    
    $
    10,020,345
    
    
    $
    (31,305,268
    )
    
    $
    66,997,344
    
    
    $
    57,623,213Net income (loss)
    
    $
    9,955,370
    
    
    $
    (31,370,244
    )
    
    $
    66,929,871
    
    
    $
    57,551,331Increase
(decrease) in Net
Asset Value per
Redeemable Unit
    
    $
    39.67
    
    
    $
    (131.21
    )
    
    $
    297.96
    
    
    $
    262.00
 For the period from
    
    
    
    
    
    For the periodFor the period from
    
    July 1, 2007 to
    
    For the period from
    
    fromOctober 1, 2007 to
    
    September 30,
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    2007
    
    June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net of
brokerage
commissions and
clearing fees
including interest
income
    
    $
    10,621,268
    
    
    $
    1,096,202
    
    
    $
    18,465,048
    
    
    $
    19,611,203Net income (loss)
    
    $
    10,494,557
    
    
    $
    984,670
    
    
    $
    18,453,841
    
    
    $
    19,599,183Increase
(decrease) in Net
Asset Value per
Redeemable Unit
    
    $
    46.18
    
    
    $
    6.86
    
    
    $
    87.02
    
    
    $
    102.22
 F-32




---



##### 



PART III
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A(T). Controls and Procedures .
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and
Supplementary Data
  Item 9B. Other Information .
 30




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##### 



Item 10. Directors and Executive Officers of the Registrant .
   Item 11. Executive Compensation .
 Business
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters .
 Security
ownership of certain beneficial owners
 Security ownership of management
 Changes in control
 Item 13. Certain Relationships and Related Transactions and Director Independence .
 Business, Executive Compensation
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
   Audit-Related
Fees
 Tax
Fees
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All Other Fees
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PART IV
 Item 15. Exhibits and Financial Statement Schedules .
  Statements of Financial Condition at December 31, 2008
and 2007.Schedules of Investments at December 31, 2008 and 2007.Statements of Income and Expenses for the years ended
December 31, 2008, 2007 and 2006.Statements of Changes in Partners Capital for the years
ended December 31, 2008, 2007 and 2006.Notes to Financial Statements.
  3.1  Certificate of Limited Partnership (previously filed).3.1(a)  Certificate of Amendment of the Certificate of Limited Partnership (previously
filed).3.2  Limited Partnership Agreement (previously filed).10.1  Management Agreement between the Partnership, Citigroup Managed Futures LLC and
SandRidge Capital, LP (previously filed).10.2  Customer Agreement between the Partnership, Citigroup Managed Futures LLC and CGM.10.2(a)  Addendum to the Customer Agreement (previously filed).10.3  Amended and Restated Agency Agreement between the Partnership. Citigroup Managed
Futures LLC and CGM (previously filed).10.4  Form of Subscription Agreement (previously filed).10.5  Letter extending the Management Agreement between the General Partner and SandRidge
Capital Management L.P. for 2006 (previously filed).10.6  Letter extending the Management Agreement between the General Partner and SandRidge
Capital Management L.P. for 2007 (previously filed).10.7  Letter extending the Management Agreement between
the General Partner and SandRidge Capital Management L.P. for 2008
(filed herein).23.1    Consent from KPMG LLP dated March 26, 2009
(filed herein).The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
referenceExhibit 31.1  Rule 13a-14(a)/15d-14(a) Certification (Certification of President and
Director)Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director)Exhibit 32.1  Section 1350 Certification (Certification of President and Director)Exhibit 32.2  Section 1350 Certification (Certification of Chief Financial Officer and
Director)
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SIGNATURES
 st
 SMITH BARNEY BRISTOL ENERGY FUND L.P.By:
    /s/ Citigroup Managed Futures LLC(General Partner)By:
    /s/ Jerry PascucciJerry Pascucci, President & Director  /s/ Jerry Pascucci
    
    /s/ Ihor RakowskyJerry Pascucci
President and Director
    
    Ihor Rakowsky
Director/s/ Jennifer Magro
    
    /s/ Daryl DewbreyJennifer Magro 
Chief Financial Officer and Director
    
    Daryl Dewbrey
Director/s/ Steve Ciampi
    
    /s/ Raymond NolteSteve Ciampi 
Director
    
    Raymond Nolte
Director/s/
Shelley Deavitt UllmanShelley Deavitt Ullman
Director
    34